Falling Omnitrix
by Grimm48
Summary: Summary: Ben Mason finds the omnitrix before the start of season 2 and trains in its powers with the main goal to kill as many enemy skitters as possible, during this time he develops a close relationship with Maggie which becomes love over time. Intendet pairing: Ben x Maggie, unless someone gives me a better pairing idea.
1. Prologue

Falling Omintrix

After the second mass fled the school the second mass was staying at to escape a skitter army approaching them Dan Weaver, the leader of the second mass gathers Ben and his brothers to inform them of what happened to their father. Tom Mason the second in command of the second mass offered himself to a new type of alien they call fish heads to protect his son Ben from being used as a mindless toy or tortured. The alien alerted Tom that he has the capability to bring these fates upon his son, because the remnants of the harness are still attached to Ben. Everyone of the brothers reacted in a different way. Hal the oldest one put up an unaffected appearance, hoping that his dad's still alive. Matt, the youngest one started to cry restlessly until he falls asleep and then often spend time with Anne Glass, a close friend of his father. Ben felt guilty, that his father had to offer himself up to the alien to protect him. He stayed this way for a few days, until his anger towards the alien invaders takes priority for him. Deciding to return some of the pain he feels he approaches Dan Weaver to let him join the fighters. Dan, knowing that Ben won't be safe with his spikes either way and that he has an edge over the other fighters if he uses the power boost the spikes give him agrees and personally gives him a few lessons where he teaches him the basics about surviving in this new world and fighting the aliens.

This happened about 1 month ago, and Ben quickly found his calling as a fighter, though he generally has to work on his own or with Hal and his friends, since he's not very well liked because of the spikes decorating his back and empowering him to do humanly impossible feats.

Now we see him walking away from the second mass's temporary camp, located in a former factory.

He is headed to the woods to hunt Skitters and secure the perimeter his rifle in his hands, ready to defend himself. Ever since he got the spikes he doesn't need much sleep anymore and most of the nights he spends hunting Skitters to let off some steam. Hearing a boom coming from not that far ahead he slows down his pace and crouches down, continuing in his crouched position he sees a crater a few steps away. Peering over the edge of the car sized crater he sees a fist sizes metal ball in the middle of the crater.

"What is this? I better hide it somewhere in case it's some kind of technology belonging to the skitters." Ben murmurs quietly, looking around himself multiple times to make sure no one is around he steps into the crater, picking up the ball. The ball begins to unfold itself and a wristband of some kind is revealed through the gap in the ball. "What the?" Ben asks surprised by the ball acting on his own and gets ready to fling it into the woods but before he can discard the ball like thing the wristband moves and attaches itself to his arm.

"Ahh, get off. Get off!" Ben curses, not liking that the aliens might take over his mind again by using this weird wristband. He lets the ball drop, trying to pull off the wristband but the thing doesn't budge an inch. A holographic message then starts playing, originating from the ball.

"Hello there young one. My name is Azmuth, the smartest being in 3, arguably 5 galaxies. The device which is now attached to you is called the Omnitrix. It contains the DNA of almost every species, ranging from small beings like myself, a Galvan to a being of enormous size, a To'kustar. The Omnitrix is meant to use as a tool for peace, intended to work as a universal translator for every imaginable species alive."

"? Is this a joke?" Ben asks, looking at the holograph.

"I see, that you're doubtful. Why don't you try it out? First hand experience is usually the best way to believe the unbelievable. Touch the screen and turn it to select an alien and then slam the screen down.

"I guess I got no choice. This thing won't come off without cutting off my hand." Ben murmurs thoughtfully and then follows the instructions.

Twisting the screen a few times, stopping at an icon resembling the outline of a werewolf. 'Well might as well try something I'm familiar with because of my interest in sci-fi.' Ben thinks and slams the display down. He then feels his body start to change, not really experiencing pain but rather a tingling sensation all over his body.

When the sensation stops he notices that he's grown and looks at his hands, now turned paws and sees fur all over his body. His clothes also turned into a tightfitting spandex like outfit. "Whoa?" Ben says shocked and feels that his voice also changed, plus his mouth or rather snout also claps open in 4 directions, resembling a flower. "Do you have anything to do with the aliens currently taking over our planet?" Ben asks the holograph.

"I have no knowledge of your planet's situation. The Omnitrix chose you because you're the closest one compatible with it. It requires a certain DNA sequence and also the ability to form a symbiotic relationship. You have this DNA sequence and also already have a symbiotic relationship with these spikes on your back." Azmuth explains.

"So, this Omnitrix appearing here is rather a coincidence, than a maneuver to help us against the invaders." Ben concludes.

"Correct. You have my condolences that your planet is in distress, but I'm afraid I won't be able to help you with that matter." Azmuth replies.

"So how do I turn this thing off?" Ben asks him.

"By pressing the hourglass symbol, most of the time located on your chest. I've programmed the watch to help you adjust to it and it will tell you its abilities and limits. Also, this model doesn't have the training wheels option, which means that you will be able to stay in your alien forms as long as you want to." Azmuth explains.

"OK, well thank you for the Omnitrix, if it really is all you told me." Ben replies and hits the symbol on his chest, turning back human. He then picks up the ball, closing it and stuffs it to the bottom of his backpack.

"Better get back before someone gets even more suspicious than they already are." Ben says and heads back to camp, where he hides the device under his long-sleeved shirt.

A few days later he goes off to hunt aliens again but decides to mix it up a bit, so he approaches Maggie, who is on guard duty tonight and he also has a secret crush on.

"Hey." Ben greets her walking up to her from behind.

"Hi Ben." Maggie replies still focused on the area she's protecting from Skitters.

"Do you have a second?" Ben asks nervously.

"I suppose." Maggie says turning towards him.

"Thanks, well I have a problem, or rather a secret. And I don't want the others at camp to know about it because they will start a witch hunt against me." Ben tells her.

"So why come to me? Wouldn't it be better to talk with your brother?" Maggie asks him curiously.

"Well Hal would just try to protect me from some imaginary danger and freak out, plus I trust you." Ben sighs.

"Alright I can understand that, let's hear this secret of yours." Maggie says.

"Well a few nights ago I found this ball thing in a crater and when I took it out to inspect it, a wristband fused itself to me and according to the message the ball carried I can use it to my will to turn into different aliens, but I don't want to risk hurting anybody, that's why I came to you." Ben explains.

"Let's say I believe you, still what do I have to do with your alien tech thingy?" Maggie asks him.

"I need you to kill me, if it turns out I can't control the device and it takes me over instead like with the harnesses." Ben replies.

"Wait what? You want me to kill you?" Maggie asks.

"Only if I lose control of the device and thereby endanger the others." Ben says.

"Well, if your story is true and you try to kill me and everyone at camp, you have my word I will not hesitate to put you down." Maggie laughs not believing him.

"I was telling you the truth, ah just wait and see." Ben tells her disappointed and starts up the Omnitrix, choosing a gorilla like alien and pushes the display down, turning into a Gimlinopithecus (Shocksquatch)

"The Hell?" Maggie shouts fearfully, aiming both of her guns at the yellow, gorilla like alien with black appendages.

"It's still me. I told you I'm not lying." Ben says holding up his hands in surrender.

"Freaky." Maggie says inspecting Ben's transformation, poking his fur.

"So, what now?" Maggie asks him, putting away her guns and stroking his fur amazed by what happened.

"I want to try out if these aliens have any fighting abilities." Ben says thoughtfully, before hearing a voice in his head explain the abilities the race he currently is transformed into has.

"Ok stand back. I want to try something." Ben tells her, walking away a few steps and then punches his fist, shooting electricity from it. "Cool." Ben says looking at his fur covered hand.

"So, anything else you can turn into?" Maggie asks curious.

"Yeah, there should be lots of different aliens. According to the message I have access to pretty much every species alive." Ben replies and hits the symbol turning back.

"I hope this hasn't freaked you out too much?" Ben asks her nervously.

"Well it's definitely something I'd have to get used to, but as long as it might help out against the Skitters down the road I'm alright with receiving help from something or in this case someone weird." Maggie replies chuckling at the end.

"Haha. Ben the freak, I get it. Anyway, I plan to test out more of these forms and I'd like you to be there when I try a new one. You know just in case I lose control." Ben tells her.

"OK, but sooner or later you'll have to tell people you know, that right?" Maggie asks him.

"Yeah but before I do, I want to make sure I have this thing under control and it doesn't control me." Ben answers.

"OK, I promise I'll keep your secret and help you with containing you incase push comes to shove." Maggie replies.

"Thank you. I'll see you around then I guess and if you ever need something feel free to ask." Ben says making his way back to camp.


	2. S2 E1

Falling Omnitrix

Two months have passed since Ben filled Maggie in on his secret and the only other person who knows but them is Matt, who Ben told one night where Matt followed him on one of his training sessions.

In these two months he has gained a good amount of control over the basic Aliens, he learned though that according to the Omnitrix he can freely choose other aliens too, if he changes his current settings. He also learned that there has been at least one previous host for the Omnitrix and that he has given the aliens' fitting nicknames, which Ben decided to use as well.

And ever since he's got the Omnitrix two months ago he's been itching to use it against the Skitters openly but he has to hold himself back because he knows how the rest of the second mass would react.

At the moment Ben along with some of the fighters of the second mass are lying in wait for Pope and his berserkers to lead some enemies into a trap. Peering over the edge of the window he's positioned at he can see the three motorcycles drive towards them, leading Skitters and two Mech into the trap.

After the berserkers abandoned their bikes and took cover Colonel Weaver waits for the Mechs to approach a few steps before blowing up a mine located under where one of the Mechs is now standing, causing it to fall to the ground, damaged beyond repair.

"All men fire!" Weaver then orders loudly, making everyone hiding at his location open fire on the Skitters and Mech, killing most of the Skitters but they have to hide again once the second Mech jumps towards them, firing at their direction, until it gets hit by a rocket launcher courtesy of Maggie, who has taken post across from Colonel Weavers' group in a shot up hotel with Ben and Hal.

After Maggie took down the Mech Ben and Hal opened fire, along with Weavers' group, killing most of the remaining Skitters.

After the Skitters went down Weaver ordered everyone to seize fire, but Ben fell into a rage and took a few more shots until Hal screamed at him, while Maggie looked at him worried since she's seen how much hate he has for the alien invaders during his training where he once used so many sound waves with his little white alien "Echo-Echo" until the enemy Skitter literally exploded in a shower of gore.

"Get the hell outta there, we got 8 minutes tops until those beamers respond." Colonel Weaver shouts at Hal's group while his men start to clear out.

Maggie and Hal move to leave, but Ben tells them "That one's still moving. Can't get a shot." Before he jumps out of a window armed with a knife he made with one of his alien, a red devilish creature called Jury Rigg from the ball the Omnitrix arrived in.

Hal and Maggie hurry out of the building, following him in hopes of snapping him back to reality.

"Ben come on!" Hal shouts after Ben killed the remaining Skitter with a knife stab through it's head.

They then hear shooting form a corner and Ben gets his rifle from across his back, walking towards the sound telling Maggie and Hal "There is still one more, I can hear him."

A Skitter then comes tumbling out from behind a corner, struggling against something as Ben takes three shots killing it but once it falls over they see Tom Mason, their father standing there before falling over with a gunshot wound in the abdomen.

Everyone rushes over, shocked to see him there and hurry back to their checkpoint, where they meet up with Weavers group and put Tom on the back of a Jeep before taking off towards their camp.

Once they arrive they rush Tom to the med bus, where Anne Glass starts to treat Tom, telling his sons to give her some room.

* * *

Ben leaves only reluctantly, feeling guilty and beating himself up internally for accidentally shooting his father, once off the bus Ben runs off into the woods. Maggie seeing this stops Hal from following after him, telling him "I'll handle him. You should take care of Matt." Before following after Ben, who went to the spot they used for training at this campsite.

"Ben are you OK? It wasn't your fault." Maggie says, walking up to him, while he's sitting on a knocked over tree.

"Of course it's my fault, I shot him and I'm the reason he got taken in the first place." Ben tells her angry at himself.

"That's not true, he made that choice himself and that you shot him was an accident." Maggie tells him, taking a seat next to him.

"Accident or not, I pulled the trigger I'm responsible." Ben replies.

"Ben, you are still learning to get used to your harness, not to speak off your other powers. You are going to make mistakes, you still don't have control over your anger." Maggie explains.

"I know, but I don't know how to control it. The only times when I don't feel threatened or angry is when we are training or when I'm alone with Matt." Ben says.

"Well, you'll have to start from there." Maggie tells him, putting her hand on his shoulder supportingly.

"I know you're trying to help and I'm more grateful than you can imagine but I can't deal with all this right now." Ben tells her as he starts to turn the dial on his Omnitrix until it lands on a reptilian like shadow standing on two legs. Slamming down he changes into XLR8 and gets up, turning to Maggie one more time telling her "Sorry." Before he takes off in a blur heading towards the nearest Skitter group he can find and slams the icon on his chest once he's in the middle of the group and changes into Diamond head. He then turns his arms into sharp diamond blades and starts to wreak havoc on the Skitters, dissecting the alien bug like creatures and using his ability to summon crystal structures form the ground to spike the Mechs of the group.

He continues with 3 more Skitter groups, until he notices that the sun's going to come up soon and he heads back to camp. Not far from the camp he senses a small group of Skitters though and speeds towards them before changing into his normal human form. He then takes out his knife and starts to engage the 4 Skitters which were about to sneak up on some civilians of the second mass in combat.

He stabs the first one through the back of his Skull with his knife, getting the attention from the other three Skitters while the civilians hear the commotion and take off towards the safety of the camp, to inform the fighters that Skitters are attacking.

After killing the first Skitter Ben side steps another one who tries to run him over and slashes at another Skitter, missing him by a few centimeters. The last Skitter circles Ben and tries to grab him from behind but Ben can sense him coming with his Spikes and throws the Skitter over his shoulder, a move he learned from Maggie, before stabbing the downed Skitter through its mouth.

Up righting himself Ben sees that the Skitter he missed is starting to flee while the other Skitter is getting even more enraged and jumps at him, but Ben reacts by rolling out of the way, before he knocks over 2 of its legs, making it fall down and uses all of his might to crush the Skitter's skull with the bottom of his boot.

Looking back up he sees that the last Skitter put almost 100 meters between them and Ben twirls his knife around, takes aim and throws it with all his might, hitting the retreating Skitter in it's back, causing it to fall on it's face and try to crawl away, but Ben runs over to it in a matter of seconds and retrieves his blade before gripping the Skitter's head and ripping it clean off.

He drops the head and makes his way back to camp and is met to the shocked faces of a few of the fighters who have just arrived to assist him but see that he's dealt with them already.

Ignoring their fearful looks he pushes past them and goes to Colonel Weaver to check how his father is doing but on his way he overhears him talking to Hal, both of them are fearful of him and think that he might still be under the Skitter's influence. Ben then decides to stay away from them for now and goes to his tent to get his gun and starts to do maintenance on it before they have to go back out, since Pope alarmed everyone that another Skitter group is approaching, meaning they have to go out and ambush it again.

* * *

As he finishes checking his weapon his little brother Matt runs over, supplying everyone with Ammo

"Ben I've been looking for ya." Matt says.

"I'm trying to stay away for a while." Ben informs him while he looks over to Maggie and Hal.

"You're going out again huh?" Matt notices.

"Yeah Pope and Anthony said another Alien patrol is headed our direction and if we don't ambush them on our terms they'll blow right over us." Ben tells him.

"It's not fair, I should be going with you." Matt complains.

"You're nowhere near ready." Ben replies.

"Everyone keeps treating me like a little kid, I'm old enough to fight." Matt says.

"Your old enough how at least, how about this when I get back I'll see what I can do." Ben offers, looking at his little brother.

"Thanks." Matt says agreeing and brings over the ammunition to the truck Hal, Maggie and Jimmy are standing at, equipping themselves for battle.

"Oh sorry, you first." Hal says as both he and Maggie reach for the ammunition to fill up their magazines.

"You sure know how to impress a girl, what's next? I'm getting a grenade launcher?" Maggie jokes sarcastically.

"Maybe I'll do something crazy like open a door for you." Hal says before he sees Ben leave to get in position.

"Hey, Ben wait up." Hal shouts jogging over to his brother.

"Look I know what happened with Dad was an accident but next time I give an order I need to know you're gonna listen." Hal tells him.

"Whatever you say." Ben says blowing him off.

"Hold on, hey what's up man? I mean as much as dad got into it with Weaver dad always understood chain of command." Hal tells him.

"Follow your orders? You're not dad OK?" Ben replies and shoves past him making Hal look at him incredulously.

"Do you believe that? How are we supposed to work with him if he outright told me he'll ignore my orders?" Hal asks Maggie and Jimmy as he walks back to their truck.

"Just cut the razorback, it's not like we need him there are plenty other fighters available." Jimmy replies.

"Shut up Jimmy, Ben's ten times the fighter you are." Maggie defends him.

"What's up with you and Ben anyway Mag? I've seen him hang around you all the time, does he have a crush on you or what?" Hal taunts her.

"I don't know what if he did?" Maggie asks trying to avoid blabbing out Ben's secret training.

"Just let the guy down easy OK? As much as I don't like the guy, he's still my brother after all." Hal tells her.

"What makes you think I'd turn him down?" Maggie asks.

"You serious? The guy is a freak, he's been one his entire life even before the aliens came." Hal laughs.

"Just cause he's different from you doesn't make him a freak, some brother you are." Maggie says disappointed and walks away.

Later that day the ambush team pulls up in an abandoned city block to prepare a trap and look for opportunities to take cover and surprise the enemy as a bomber flies over them, making them abandon the vehicles just in time as the bomber blows them up, shocking everyone since they've never done that before. Without their vehicles the group can't lure the enemies in anymore, so they head back to camp with defeated expressions on their faces, Pope especially since his beloved Harley got blown up.

* * *

At the camp Weaver meets them and asks, "What the hell went wrong?"

"Dammed if I know, never even got off a shot." Pope informs their leader.

"They are onto us, and there is something else. They kept firing at the truck after we bunked out, it was like that was their target." Halt informs him.

"We know they can pick up heat, maybe it's the engines they were targeting." Weaver says.

"they've never fired at vehicles before." Maggie cuts in.

"There is a first time for everything. And with these beamers on constant patrol…" Weaver replies.

"We're screwed and can kiss the ambush tactic bye-bye." Pope says.

"We can't run without our trucks being mobile, the Skitters must know we're close. Won't be long before they catch our scent." Weaver assumes.

* * *

|The next morning |

After Weaver ordered Jamil to get their vehicles off the heat sensors of the Skitters Hal left the meeting in search for his brother with Maggie in tow. After asking a few people he finds him on the outskirts of the camp perimeter with his other brother Matt.

"Hey Ben! What's Matt doing with a gun?" Hal asks.

"Ben's teaching me how to shoot." Matt answers while Hal stares down his brother.

"Figured it's time he learned how to defend himself." Ben tells Hal, looking at Maggie confused as to why she's there.

"So you gave him a rifle without asking?" Hal asks accusingly.

"I might have to follow your orders on missions but not here." Ben replies before Hal takes the rifle from Matt and checks the magazine only to see live bullets, making him look at Ben disapprovingly.

"Go back to camp Matt." Hal orders, making Matt leave despite his protest.

"You know maybe he's ready, maybe he's not. We both know dad didn't want that for him." Hal tell him while he hands the rifle to Maggie who is trying to stay out of the family feud as best as possible.

"three months ago, how do you know what he'd say now." Ben says.

"I don't know what he'd say right now and neither do you, so how about we wait and let dad make that decision." Hal suggests.

"The only way to win this war is by killing every Skitter we see. If Matt's old enough to load a gun, he's old enough to shoot." Ben tells his brother.

"After what happened with dad, you think you're the best one to be giving lessons?" Hal taunts his brother.

"Back off Hal." Maggie tells him from the side, but Hal ignores her and continues to stare down Ben who isn't affected by it at all.

"I just don't want him to get taken away like me or your girlfriend Karen." Ben tells him making his brother lose it and charge at Ben, who grabs Hal's arms once he reached him and puts pressure on them, easily overpowering his older brother and forcing him to his knees.

"I'm not the math geek you used to push around, now deal with it." Ben tells him and walks away, whispering to Maggie "Looks like I'm not the only one with temper problems." As he walks past her.

"It's like I don't even know him anymore." Hal tells her and starts to walk back to camp with Maggie following him.

"Hal, I think you should cut him some slack, he may not be very open right now but you have to keep in mind that because of the spikes he can literally hear what everyone thinks off him and safe for a handful of people those thoughts are not too nice." Maggie tells him.

"How do you know that?" Hal asks still angry at his brother.

"He told me when I gave him a few hand to hand combat lessons." Maggie replies.

"Still it doesn't excuse endangering our little brother." Hal says.

"I don't think he saw any danger in it, remember he got taught to shoot in one day by the Colonel and almost immediately had perfect aim, he just doesn't realize how different it is for him with those things on his back.

* * *

|That night|

Everyone is ready to head out, but Tom's condition has worsened because there is still a bullet fragment left in him but the Skitters are headed their way as they speak.

"Captain, they're straight east, they are coming this way." Hal shouts as he approaches Colonel Weaver.

"We move that Med bus right now Tom's not gonna make it. Convoy goes, med bus stays with Doctor Glass and Tom, I need four volunteers to stay with the bus in case the Skitters find it." Weaver says. Hal, Maggie, Ben and Dai volunteer and stay behind.

"Take all the ammo you can carry, Dai's got a map we'll meet you 20 miles out. Stay safe. We're moving out people." Weaver tells them before telling the rest to move out.

Soon after the med bus is the only thing remaining of the camp and Hal tells the others "Alright guys, we're laying low and let them pass us by. No shooting unless we have to OK?" looking at Ben expectantly, getting a nod in return.

As the Mechs walk by them Anne is able to retrieve the bullet fragment and starts to close up Tom. After the Mechs passed them Hal is talking to the others happy that they didn't have a confrontation before he sees Ben missing.

"Anyone seen Ben?" Hal asks.

"No." Dai replies.

"I think I know where he is, wait 5 minutes for me and if I'm not back go on, I know the way and will catch up." Maggie tells them and rushes off in the direction on the Mechs.

"Next time I see Ben remind me to kick his ass." Hal curses and boards the bus with Dai, who gets ready to drive them to the checkpoint after Maggie returns.

* * *

With Ben

Ben is following the Mechs, waiting until they've put enough distance between themselves and the med bus before he opens up his Omnitrix display and selects a large figure with sharp edges along it's shadow and slams down on the wristband, turning into the crystalline form of Diamondhead.

He decides to wait a few more seconds and readies his arm to fire crystals at the mechs when suddenly he and the Mechs hear a scream not far behind him and take off headed towards the source, Ben because he recognized Maggie's voice and the Mechs to kill the enemy.

The mechs are slightly faster than Ben and he arrives only to see a Mech aim his laser at Maggy who is crawling backwards on the ground with a broken or twisted ankle.

Ben reacts quickly and throws himself between the Mech and Maggie, shielding her from the incoming projectiles, grunting in pain because even though he can't die from it, it still hurts like hell to get shot up. Ben thinks fast and forms a thick crystalline construct incasing Maggie, before he turns around and fires crystal shards from his arms, destroying the first mech and then jumps atop of the second Mech, shoving a car sized crystal through the middle of the second machine, the two other Mech's he had been following where nowhere in sight and apparently didn't hear Maggie's scream.

Ben jumps off the destroyed Mech and leaps over to Maggie, landing before her and disperses the crystal construct back to the ground, catching her once the crystal is gone and turns back to his human form.

"You OK?" Ben asks her concerned.

"Yes, just annoyed at myself for making such a rookie mistake." Maggie tells him.

"Why did you come after me anyways?" Ben asks.

"I wasn't gonna leave you out here alone with no one to watch your back." Maggie tells him.

"You know though that I'd only need like 5 minutes to get to the destination we're meeting Weaver at." Ben replies.

"Seriously? Well then catching up to the Med bus won't be a problem I guess." Maggie says.

"Not at all. Ben says and puts her down, having her lean against him for a second while he uses his Omnitrix and changes into XLR8. Ben then picks up Maggie, carrying her before him despite her protest of "Hey what the hell, put me down." And takes off in a blur, catching up to the Med bus in half a minute and speeding a little further ahead to meet them further down the road with him changed back again.

* * *

After the med bus stopped and they got back in with Ben still carrying Maggie Hal looks at this angrily and shoves him to the side asking, "What did you do to her?" while helping her stand until she pushes him away and leans against a medical bed. "Shut up Hal, he just saved my ass. The Mech's heard me as I hurt my foot and were gonna fry me when Ben stepped in." Maggie tells Hal who quickly shuts up while Lourdes who is of no more help to Anne anyways comes over to her and starts to inspect her foot and bandages it up, telling Maggie that it's twisted and will need a few days to heal.

"Get some rest, I'll take your guard duty the next few days, I don't need the sleep anyways." Ben tells Maggie who tries to argue but Ben simply lifts her up, and puts her on the medical bet, pushing her into a lying position.

"How is my dad?" Ben then asks Anne who tells him that he should be in the green now, making Ben sigh out in relief.

An hour and a half later they reach the checkpoint they agreed on with Weaver making Weaver relax knowing that they made it safely.

|The next morning on the med bus|

Hal and Matt have fallen asleep on some chairs while Ben is sitting, leaning against the bed Maggie is sleeping in and many other people have gathered in front of the med bus, waiting for Tom to wake up.

When Tom wakes up he looks around and the first thing he sees is Anne sitting next to him obviously not having slept much if at all.

"You're still here." Tom says smiling at her.

"I never left Tom. You gave us quite a scare, you alright?" Anne replies.

"Yeah, my boys?" Tom asks.

"They are fine. I should have faith that you'd come back for them." Anne says.

"Not just for them." Tom corrects her and takes her hand.

He then looks down and sees Ben look at him scared of what he might say.

"Ben, it's OK. It was an accident, come here. All that matters now is that we're together." Tom tells him as Ben walks over slowly, still feeling incredibly guilty for shooting his father.

"Dad!" Matt says excitedly and rushes over to Tom while Hal struts over as well saying "Look what the cat dragged in. I missed you, old man." While grabbing his hand.

"I missed you too, I missed all of you." Tom replies before he gets up and greets the others from the second Mass. While he's getting reacquainted with the second mass's members Pope warns Weaver that what came back might not entirely be Tom.

* * *

AN: follow and review pls :)


	3. Chapter 3

Falling Omnitrix

|A few days later |

While Tom is getting checked out at the second mass's campsite Ben, Hal, Dai and Maggie went with Jamil to see if there is any viable bridge left for them to cross in the near vicinity.

"Bridge looks good! I mean considering. We should have a real shot at crossing here guys." Jamil shouts, checking the damage to the boards, while Ben is guarding one side of the bridge and Maggie is guarding the other side with Hal and Dai.

"That's good, aliens have blown up every other bridge in a hundred miles of here to have us pinned on this side of the river." Hal says while he checks out Maggie's ass, making her glare at him once she noticed.

"We better get back with the intel, the longer we stand around the more chance there is of them finding us and turning the second mass into roadkill." Maggie tells them.

"Hey Ben, Jamil Let's go!" Hal shouts to Ben and Jamil.

Just as Ben and Jamil make their way over the bridge to Hal's side a beamer flies over them and Dai reacts quickly, shooting it down with the gun on their truck before it can strike first. Much to their dismay some of the wreckage from the now destroyed beamer hits the bridge, ripping out a portion of the bridge. The rest of the beamer lands in the woods on the other side with a huge explosion.

"Nice shot Dai." Ben tells him, looking at the explosion with a grin.

"I guess we can't cross here after all" Maggie then tells them, looking at the hole in the floor in the middle of the bridge.

In the meantime Tom and Weaver are in his makeshift headquarters where they have strategy meetings and Weaver fills Tom in on what went on while he was gone until Hal, Ben, Maggie, Dai and Jamil fetch them, bringing them to the latest bridge they have been to along with Pope and Anthony.

"You can't even walk across this thing." Pope says spitting into the water below them.

"Dollars or Donuts the beamers will bomb the hell out of your work crew 10 minutes after you've started to rebuild it." Pope tells them.

"I didn't say I had everything worked out I said this is our best chance." Jamil replies.

"We may be better of probing for a weak point to fight our way out." Weaver suggests.

"Yeah, well the Mech and Skitter columns I've seen didn't have any weak points." Pope says.

"So far we've managed to stay hidden and they are looking hard and are closing in fast, they are here in 2 days tops." Hal informs them.

"Why don't they just nuke the whole damn city and be done with us?" Anthony asks.

"We might not be worth it, we haven't seen them drop neutron bombs since Boston." Hal tells him.

"They won't need a nuke if they trap us this side of the river. What about that boat you got from the sporting goods store Jamil?" Weaver asks.

"It was rubber, seats five, no motor. My best guess is It'll take us 45 minutes across the river." Jamil answers.

"That's way too long to get everybody across plus what about the vehicles or any of the weapons, wounded, supply." Tom cuts in.

"Yeah seems it's not an option." Weaver agrees.

"Captain it seems our best way to survive is to rebuild the bridge." Tom says.

"We don't have to rebuild it. We just have to patch it up, the supports look like hell, but I think they'll hold. Build decking, put them over the scabs and drive across." Jamil tells Captain Weaver.

"We have no choice, start building the deck Jamil." Weaver orders.

"What about once we get across? We could run smack into an ambush." Dai says.

"Someone's gotta cross for a looksie, anyone up for a cold swim?" Weaver asks.

"I'll do it, Maggie and I will take the boat across and check it out." Hal volunteers.

"It'll take you to long to paddle across I can swim it faster and not be seen." Ben argues.

"Really?" Tom asks wearily.

"In a way dad this is what I do." Ben tells him.

"He's right Tom, he's the best man for the job. Take Maggie with you to cover you at the riverbank tonight." Weaver orders and everyone drives back to camp.

Once they are back at camp Tom warns Hal to keep an eye on him in case the aliens did something to him. After telling him this he collapses and once he's in the med bus Anne and Lourdes remove a small alien worm from his eye after which Tom chains himself to the med bus, so he can't be used as a spy without his knowledge.

* * *

|that night – riverbank|

"So, you wanna come or wait here?" Ben asks Maggie.

"Are you crazy I'm not going in that water it's freezing." Maggie says shocked.

"Who said anything about swimming?" Ben asks with a smirk and dials his Omnitrix, selecting XLR8.

"So wanna come?" Ben now looking like a black reptilian with blue appendages and balls on his feet asks.

"Are you sure about this? I don't want this to turn out like the one time you offered me a ride on your orange furred alien and couldn't see because my legs were disrupting your sonar and steered us right into a tree." Maggie asks uncertain.

"Come on trust me." Ben says, and his visor snaps shut. Barely a second later he is carrying Maggie in front of him and speeds across the river.

About 5 seconds later they stop with Maggie looking like she's gonna vomit and Ben opening up his visor grinning wide while he helps her down before he changes back to his human appearance.

Once he's human again Maggie punches his arm hard before she hunches over catching her breath, so she won't vomit.

"Do that again and I swear I'll beat your ass." Maggie warns him.

"Sorry, I didn't think the speed would affect you." Ben says sheepishly.

"Yeah well next time you do stuff like this think about how It'll affect the human passenger." Maggie tells him as she uprights herself feeling the nausea calm down.

"Let's go check the situation on this side." Maggie says and leads them through the woods.

After 10 minutes of wandering around the woods with flashlights while they limit their conversations to a minimum they come across the wreck of a shot down bomber and guess that it's the one Dai shot down earlier that morning.

Ben suddenly hears a painful ringing in his head and holds his head, following it to the source, which is a wreck part in front of him and rips the top off while Maggie asks him "Ben? Ben is everything alright?" but Ben can't hear her over the ringing and collapses to one knee once he opens ripped the top part of the bomber of and Maggie sees something alive in there and uses the camera she and Ben brought to take some pictures before Ben screams out in pain again with the noise getting louder and he shifts into his alien tiger form 'Rath' without even using the Omnitrix and starts to tear the rest of the wreck apart while yelling "You wanna hurt 'Rath? Wait till 'Rath' finds who is controlling you and shoves their cricket faces up their asses until their neck breaks and Rath uses him as a belt."

Once the wreck is now only dented metal here and there and the rest is scattered across the nearby forest Ben manages to control his anger and slaps the hourglass symbol, turning back.

"Whoa what was that? First you don't answer and then shift without using your gizmo." Maggie asks surprised, taking a step back unnerved by his outburst.

"You said something? Sorry, all I could hear was this loud ringing, it felt like my head was going to explode. And for the shifting I don't know, maybe I can shift when I feel extreme emotions or immediate danger." Ben tells her and start walking again, until he hears that ringing again, only fainter this time and follows it to an alien tower, Maggie right behind him.

She kneels down beside him asking "You OK?" getting a nod in return while Ben is wincing, holding his head in pain telling her "Just please hurry up."

"Ok, I won't take long." Maggie says and gets out the camera, taking multiple pictures of the alien structure.

After they're done with this they make their way back to the river.

"So, I'm guessing you don't want to speed over again?" Ben asks with a small laugh.

"Only if you want to lose your hand cause I'll chop that thing right off it if you pull that stunt again." Maggie tells him pointing at his Omnitrix.

"Fair enough." Ben says holding up his arms in surrender and turns the ring on his Omnitrix, dialing another alien he already tried which can get them across with ease.

He then slams the dial down, shifting to his new alien form and is now a lean dragon like Alien with jet thrusters and laser guns on his wings. "Astrodactyl." Ben says out loud since they are in private.

He then walks towards Maggie, embracing her and tells her "Put your arms around me, I wouldn't want my only friend to slip and go splat."

Maggie puts her arms around his neck and Ben starts to hover into the air before he flies over the river only using maybe 5% of his actual speed, which makes him slightly slower than a motorboat.

Once he lands back on the other shore Maggie removes her arms around his neck while Ben lets go of her as well before he slaps the dial, turning human again.

"Now see was that so hard? This is a way of transportation I am comfortable with, well maybe without the bad breath." Maggie tells him laughing, making Ben check his breath not smelling anything.

"I think you can blame the whole chicken beak thing for that, now come on." Maggie says amused and they jog back to camp.

* * *

Once they arrive at camp they deliver the camera to weaver, once they're done Ben goes to check on his father who is still confined in the med bus.

"Dad, nightmares?" Ben asks tapping his shoulder, making him shoot up from his nap against the pole he chained himself to.

"Yeah." Tom groans sleepily.

"I had a lot of those when you took my harness off." Ben tells him.

"How'd you shake them?" Tom asks curiously.

"Stopped sleeping." Ben replies with a small smirk on his face.

"Just came back from across the river, want me to fill you in?" Ben asks.

"Better not, until we can figure out what this thing is and did." Tom tells him.

"Want to know my secret, how they can't control me?" Ben says.

"How?" Tom asks.

"Hate. I hate what they did to me with all my heart and soul, I hate that they turned me into a freak." Ben tells him.

"You're not a freak." Tom tells him, but Ben gets up, clothes the curtains and takes off his shirt, showing him his Spikes and the scaly skin surrounding them.

"Use your hate dad, if you can do that it doesn't matter what they've done to you they won't be able to change you inside." Ben tells him pointing at his head with a tired expression.

"You're right, hate is a very powerful emotion and I hate them too but if all you've got left is hate then they've already changed you. It wasn't my hate that kept me going the last few months it was my love for you and your brothers." Tom tells him.

"I don't think that's exactly an option for me but doesn't matter. We need to talk after we're across the bridge and this whole alien parasite thing is dealt with." Ben tells him.

"Ok but what do you mean it's not an option?" Tom asks.

"Gotta go, Weaver will want some information if the pictures have been developed." Ben replies and leaves the med bus, leaving Tom pondering what he meant until a few seconds after Ben left Maggie enters the bus saying, "Don't tell Ben I was here." getting a nod in return.

"When he said it's not an option for him he means that he doesn't have anyone to love. The only ones who didn't ostracize him are Matt, Weaver, Dai and me. Hal tries but he can't accept that Ben is a better fighter than him. Everyone else doesn't exactly welcome him with open arms, no matter how many times he's saved all our asses and the bad thing about his spikes are, they don't even have to insult him to his face he can hear what's going on all around camp with them, for example if he's listening he knows exactly what I'm telling you right now and will probably be pissed off at me, though up till now I don't think he ever listened in on me." Maggie explains.

"I knew that Pope didn't like him, but I thought it was just him and the berserkers, my poor boy." Tom says saddened.

"Yeah well now you know, but I don't think you can change much. If you try something it'll only make things worse for Ben, you were a teacher you should know how it is." Maggie tells him.

"I guess…" Tom says unsure.

"Trust me the best thing we can do is be there for him when he needs us. He has really grown over the last few months Intellectually I'd guess he's even more developed than Hal or me." Maggie informs him.

* * *

|Weavers tent - morning|

"How did you find this wreck?" Jamil asks looking at the freshly developed picture of the beamer wreck.

"I saw the beamer get hit and fly off I figured it would try and regroup with its forces, so I followed the course it took and when I found the ship I kept going the way it was headed and found that." Ben tells them motioning to the pictures of the tower.

"Good thinking Ben." Weaver praises him.

"Well they're not using any kind of engine I've ever seen, it's some kind of engineered bio technology. Captain we should try and grab as much of this wreck as we can, we could learn a lot." Jamil says.

"It's a bad time for a science project." Anthony cuts in.

"It's a bad time for everything but we need to know what we can about our enemies, once we're over there you take the truck and grab whatever we want. From there we'll hightail through the forest away from their base.

"We won't get anywhere if we can't figure out how to shut down their air power. Can you see anything that can help us do that?" Hal asks Jamil staring at the photos with him.

"No pilot, no seats no control. Ben did you see anything like a radio? Did you hear anything?" Jamil asks.

"No." Ben lies thinking it over quickly and only Weaver catches on to his lie.

"Well if they're drones they've got to get their answers somehow." Jamil guesses.

"My guess would be it's this base." Hal agrees pointing at the tower.

"Yeah this big flashlight thing looks like it could be their antenna." Weaver says agreeing.

"Blow that up." Hal says.

"Which is exactly what you'll do. Take your men with the boat, approach the base and get that antenna so you keep the beamers off us long enough to cross the bridge." Weaver orders.

"Those Mechs aren't going to step aside when we walk in with a suitcase full of C4." Hal says.  
"That's why you'll have to find a way to get close enough to take the shot. We'll rendezvous with you on the other side of the bridge. Anthony, you Pope and the berserkers will stay here and cover our asses but once you see Skitters you kick in their teeth and run like hell cause once we're across we're gonna blow that bridge." Weaver orders.

* * *

|that night – other side of the river|

After Ben, Hal, Maggie and Dai rowed across they make their way into the forest and head straight to the alien tower.

Once they are positioned at the ridge in front of the tower they squat down observing the situation.  
"I think we should have brought a bigger rocket." Hal says.  
"I hear that." Maggie agrees.

"Sounds like Pope made contact." Dai tells them hearing shots fired in the distance.

"Which means the Skitter and Mech columns will be all over them soon." Maggie says.

"Which is bad for them but good news for us, look at this." Hal tells them watching the mechs guarding the tower leave in the direction of the bridge.

Dai aims the rocket launcher when ben winces holding his head.

"What the hell is wrong?" Hal whispers to his brother.

"Get down." Ben warns them as 2 beamers take flight, flying right over their heads.

"It's too far away, probability is little over 50%, it's not good enough." Dai tells them before he slides down the hill a few feet, stopping at the next even spot on the hill, maybe 10 feet under the others who follow him down, in case he needs cover fire while Ben uses this chance to slip away and hides in the forest, waiting to see if Dai succeeds in taking out the tower.

Dai aims his rocket launcher and fires, hitting the very top of the tower but only manages to tilt the antenna slightly.

"Oh crap." The three of them say, when suddenly they feel the earth shake beneath them and Maggie having felt this before looks for Ben, only to find him gone.

"What's going on now? Another Alien weapon?" Hal asks staring at the tower assuming it's radiating from there.

Unknown to everyone but Maggie Ben shifted into his Alien 'Armadrillo' in the woods and is digging a tunnel until he reaches the tower, where he starts to dig all around it until the earth beneath it gives in and the tower falls over, many parts of it, including the antenna exploding.

"I'd say that was divine intervention." Hal mumbles.

"True that brother." Dai agrees.

"Let's go get back to the others." Hal then orders, and they climb up the hill again, where Ben quickly lied down again to give them cover fire after he followed the same tunnel back into the woods and quickly changed back.

"Come on, we gotta hurry or they're gonna leave without us." Hal tells his brother and starts to run through the woods with Dai while Maggie waits for Ben to get up and gives him a quick peck on his cheek telling him with a grin "About time you used that thing for everyone's gain not just the two of ours."

* * *

Meanwhile on the bridge

Everyone was currently going over the bridge when they spot the beamers, making everyone freak until they see them take off away from them.

After the beamers disappeared Pope arrives from behind, warning everyone about the approaching Skitters.

Weaver orders everyone to get across the bridge and only a few fighters stay behind to guard their backs, amongst them Tom who slipped out of the med bus to join the fight.

Once everyone but Tom cleared they get ready to blow the bridge, Ben and the others arrive to this situation and Ben quickly slips away unnoticed by the crowd, waiting for their last man to make it to safety and changes into the alien he tried a few nights back 'Snare-Oh' which is a Mummy like alien only consisting of bandages and minimal protection gear in pharaoh style on his head, forearms, calves and waist.

He then slips under the bridge from the side, swinging under it unnoticed by everyone until he's under Tom and starts to follow him underneath the bridge.

Tom yells for them to blow the bridge as he's halfway across but Weaver tells them to wait for his signal until Pope takes the switch from Jamil, hoping to get rid of Tom who might be Alien infested along the way.

As the explosion happens Ben slips though the space in between the wooden planks and envelops Tom completely before throwing himself and his father over the bridge to get minimal damage from the explosion and the fire following it.

No one of the second Mass was able to catch any of this and assumes that Tom is dead. Upon Weavers orders they continue on and get to safety.

While this is going on Ben releases Tom from within him once he got them to shore.

"What are you?" Tom asks fearful, taking a few steps back

"Dad, it's me Ben." He replies and hits the symbol on his chest, turning back into Ben.

"Ben what the hell?" Tom asks freaked out.

"This is what I wanted to talk to you about once we were save." Ben tells him guiltily.

"How did you do that?" Tom asks concerned.

"About 1 month after you disappeared I found this watch-like thing which fused itself to me and it lets me turn into different alien species from all over the galaxy." Ben replies.

"And how do you know that this is not some kind of trap from the overlords?" Tom asks outraged.

"I've actually talked to the creator of the Omnitrix and I believe him, plus why would they give us a weapon we can wipe them out with?" Ben tells him.

"Who else knows about this? Hal? Weaver?" Tom asks

"Only Maggie and Matt, who found out by accident." Ben says.

"Well we really need to have a serious talk and I think you should at least tell Weaver too." Tom says.

"Alright but trust me dad. This is a good thing." Ben tells him showing him the Omnitrix.

"We'll discuss this later for now let's get back to the others." Tom tells him sternly.

* * *

A while later, down the river the seconds mass stops for a moment before they continue to move on in search of a new camp.

"As soon as we get to the next camp you and I will come back with a search party." Weaver tells Hal as he passes him.

"How did we do?" Anne asks Weaver.

"We lost 3 vehicles, the food truck and 6 of the finest fighters I've had the honor to fight beside." Weaver tells her until Maggie comes over to him asking worriedly "Have you seen Ben? I can't find him, the last time I saw him was when we met up with you at the bridge."

"No, I haven't seen him. Don't tell me we lost another Mason." Weaver says sorrowful.

Dai comes over telling him "Captain we spotted airport 3 miles west of here with no sign of alien activity."

"Looks like we found our next campsite." Weaver replies.

"Look about your old man, what he did back there I gotta admit that took a lot of guts." Pope tells Hal.  
"You saw a chance to get rid of him and you took it, you son of a bitch." Hal yells at him punching him in the face before he gets held back by Dai.

"What's up with the long faces?" Tom asks arriving next to them with Ben, who is supporting his father since he's still a bit weak from the surgery.

"Dad, what took you so long?" Hal asks hugging him with Matt, who also hugs Ben at the same time.

"After Ben found me the river swept off one of my boots, slowed down my stride." Tom tells him jokingly.

"Ben! I was worried about you, don't just disappear on me." Maggie says hugging him before punching his arm playfully.

"Alright, I'll try to tell you beforehand." Ben says in fake surrender.

"Tom Mason, I'm getting damn tired of losing you I'll tie a cow bell around your neck." Anne says before embracing him.

"Alright what are we waiting for, I want to get to that Airport before daylight." Weaver yells, getting everyone to move again.

About 15 minutes into the trip Tom and Ben catch up to Weaver who is leading the convoy and ask to speak to him in private, so they speed up a little, putting a good distance between them and the rest of the second mass.

"So, what is this about that we have to be all secretive?" Weaver asks unnerved.

"It's about this." Ben says showing him the Omnitrix.

"A busted clock? Screw this." Weaver says and wants to turn around before Tom stops him.

"It's not a clock, it's a device which lets me transform into any alien in the galaxy." Ben tells him.  
"You're crazy." Weaver replies until Maggie catches up to them having seen them walk ahead of the rest and figured that Ben was filling in Weaver since Tom already knew according to what Ben told her minutes before.

"He's not crazy, I've watched him do it countless times." Maggie tells their leader.

"What the hell then take the thing off for god's sake don't we have enough alien trouble already?" Weaver shouts outraged.

"I can't it's fused to me and my DNA. But it's completely under my control. Just ask Maggie, I asked her to keep watch over me when I first try a new alien, so she can assess the threat." Ben tells him.

"And?" Weaver asks demandingly.

"Up till now there has not been a problem. He was always fully in control and to be honest sir that gizmo makes our whole fighter squad put together look like childs play. Also, he was the one who took out the alien's antenna today, without him we would all be dead." Maggie tells him.

"And he saved me from blowing to bits thanks to Pope, but I think we need to assess for ourselves if its pros outweigh its cons." Tom adds.

"Well I trust all of you, but I need to think about this until I make a definitive decision. For now just keep quiet about it." Weaver orders them and turns around going back to the front of the convoy cussing quietly along the way saying something about troublesome Masons and their pain in the ass son.


End file.
